AvalonBay (NYSE: AVB) director with zero shares after 2.793-for-1 stock swap
Rhea-AI Filing Summary
AvalonBay Communities, Inc. director Susan Swanezy reported a disposition to the issuer of 15,980.6101 shares of AvalonBay common stock (including deferred stock units) on August 17, 2026, leaving her with 0 AvalonBay shares. This occurred in connection with a merger of equals in which AvalonBay combined with Equity Residential. At the merger’s effective time, each AvalonBay share and deferred stock unit held by her was automatically converted into the right to receive 2.793 Equity Residential common shares, with cash paid in lieu of any fractional Equity Residential shares. Following the transaction, Equity Residential changed its name to Vivmark Residential.
Positive
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Negative
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Insider Trade Summary
Net Seller: 15,980.6101 shares
Net Sell
1 txn
Insider
Swanezy Susan
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, par value $.01 per share F1, F2, F3 | 15,980.6101 | -- | -- |
Holdings After Transaction:
Common Stock, par value $.01 per share — 0 shares (Direct)
Footnotes (3)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026 (the "Merger Agreement"), by and among AvalonBay Communities, Inc., a Maryland corporation ("AVB"), Equity Residential, a Maryland real estate investment trust ("EQR"), ERP Operating Limited Partnership, an Illinois limited partnership, and Canopy Merger Sub LLC, a Maryland limited liability company ("Merger Sub"), AVB and EQR combined in a merger of equals on August 17, 2026, with AVB merging with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of EQR (the "Merger"). In connection with the Merger, EQR changed its name to Vivmark Residential.
- F2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share ("AVB Common Stock"), of AVB and deferred stock unit held by the Reporting Person, respectively, was automatically converted into the right to receive 2.793 (the "Exchange Ratio") common shares of beneficial interest, $0.01 par value per share ("EQR Common Shares"), of EQR, plus, in the case of AVB Common Stock, the right to receive cash in lieu of fractional EQR Common Shares, if any, into which such AVB Common Stock would have been converted. On August 14, 2026, the closing price of AVB Common Stock was $184.06 per share and the closing price of EQR Common Shares was $65.97 per share.
- F3. This total includes shares of AVB Common Stock and deferred stock units.
Key Figures
Shares disposed: 15,980.6101 shares
Post-transaction AvalonBay holdings: 0 shares
Exchange Ratio: 2.793
+3 more
6 metrics
Shares disposed
15,980.6101 shares
Total AvalonBay common stock and deferred stock units disposed to issuer on August 17, 2026
Post-transaction AvalonBay holdings
0 shares
AvalonBay common stock and deferred stock units reported following the merger-related disposition
Exchange Ratio
2.793
Equity Residential common shares received per AvalonBay share or deferred stock unit at the Effective Time
AvalonBay share price
$184.06 per share
Closing price of AvalonBay common stock on August 14, 2026
Equity Residential share price
$65.97 per share
Closing price of Equity Residential common shares on August 14, 2026
Merger date
2026-08-17
Date AvalonBay and Equity Residential completed their merger of equals
Key Terms
Agreement and Plan of Merger, merger of equals, Exchange Ratio, deferred stock unit, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
merger of equals financial
"AVB and EQR combined in a merger of equals on August 17, 2026"
A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.
Exchange Ratio financial
"was automatically converted into the right to receive 2.793 (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
deferred stock unit financial
"each issued and outstanding share ... and deferred stock unit held by the Reporting Person"
A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.
FAQ
What did AvalonBay (AVB) director Susan Swanezy report in this Form 4?
She reported a disposition of 15,980.6101 AvalonBay shares, including deferred stock units, to the issuer on August 17, 2026, in connection with the merger of equals between AvalonBay and Equity Residential, which left her with zero AvalonBay shares outstanding.
What was the exchange ratio in the AvalonBay (AVB) and Equity Residential merger?
The merger used a fixed exchange ratio of 2.793 Equity Residential common shares for each share of AvalonBay common stock and each deferred stock unit held by the reporting person, with additional cash paid in lieu of any resulting fractional Equity Residential common shares at the effective time.
What happened to Equity Residential after its merger with AvalonBay (AVB)?
After AvalonBay and Equity Residential completed their merger of equals on August 17, 2026, Equity Residential, a Maryland real estate investment trust, changed its name to Vivmark Residential, while the surviving merger subsidiary remained a wholly owned subsidiary of the renamed entity.
What valuation context is disclosed for AvalonBay (AVB) and Equity Residential at the time of the merger?
On August 14, 2026, immediately before closing, the disclosed closing price of AvalonBay common stock was $184.06 per share, and the closing price of Equity Residential common shares was $65.97 per share, providing market-based context for the 2.793:1 exchange ratio.
AI-generated analysis. How Rhea-AI works. Not financial advice.
